ITEM
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Resignation
of Francis Knuettel, II
On
April22, 2018, Mr. Francis Knuettel, II resigned as the Chief Financial Officer of Marathon Patent Group, Inc. (the “Company”)
for personal reasons. Mr. Knuettel did not resign for any reasons related to the Company’s accounting practices or financial
statements.
Appointment
of David Lieberman
On
April 26, 2018, the Board of Directors appointed David Lieberman as the Company’s Interim Chief Financial Officer. In connection
with his appointment as Interim Chief Financial Officer, Mr. Lieberman will be the Company’s Principal Accounting Officer.
Since Mr. Lieberman will no longer be independent, he resigned as Chairman of the Audit Committee and as a member of the Nomination
and Compensation Committee.
Mr.
Lieberman will receive a salary of $15,000 per month as Interim Chief Financial Officer. He will also receive a one-time grant
of 50,000 shares under the Company’s 2018 Equity Incentive Plan which shares shall vest 25% per year over a three year period,
subject to acceleration upon a change of control. Mr. Lieberman is also eligible for a bonus at the Board’s discretion.
Mr. Lieberman has been a director of the Company since August 2017. Mr. Lieberman’s biography is set forth below:
Mr.
David Lieberman, age 73, is a seasoned business executive with over 40 years of financial experience beginning with five years
as an accountant with Price Waterhouse. He has extensive experience as a senior operational and financial executive serving both
multiple public and non-public companies. Mr. Lieberman currently serves as the President of Cobra International and Lieberman
Financial Consulting where he acts as administrator for several investment groups. Previously he served as CFO and Director for
MEDL Mobile Holdings, Inc., and CFO and Director of Datascension, Inc., a telephone market research company that provides both
outbound and inbound services to corporate customers, since January 2008 and a director of that company since 2006. From 2006
to 2007, he served as Chief Financial Officer of Dalrada Financial Corporation, a publicly traded payroll processing company based
in San Diego. From 2003 to 2006, he was the Chief Financial Officer for John Goyak & Associates, Inc., a Las Vegas-based aerospace
consulting firm. Mr. Lieberman attended the University of Cincinnati, where he received his B.A. in Business, and is a licensed
CPA in the State of California.
Appointment
of Fred Thiel
The
Board appointed Fred Thiel as a Board Member and appointed him to serve as the Chairman of the Audit Committee and as a member
of the Nomination and Compensation Committee. Mr. Thiel’s biography is set forth below.
Since
June 2017, Mr. Thiel has been the Chairman of SPROCKET, INC., a Blockchain/Cryptocurrency technology and financial services company
whose mission is to reduce the risk and friction of cryptocurrency trading across marketplaces, regions and exchanges by establishing
a federation of exchanges that together create a single aggregated global trading market place with large scale liquidity, rapid
execution, minimal counter-party risk, and price transparency. From January 2013 until November 2015, Mr. Thiel served as a director
of Local Corporation, which was a NASDAQ listed entity which was a leader in on-line local search and digital media, mobile search
monetization and programmatic retargeting markets. He served as Chairman of the Board of LOCAL from January 2014 to November 2015
and as its Chief Executive Officer from May 2014 to November 2015. Mr. Thiel has been the principal of Thiel Advisors Inc. since
2013. Thiel Advisors is a boutique advisory firm providing PE and VC firms, as well as public and private company boards of director,
with deep technology industry operating expertise and strategic advisory services. Mr. Thiel has no family relationship with any
other officer or director. The Board believes that Mr. Thiel meets the definition of an “Independent Director” as
defined by NASDAQ.